CLOVER INDUSTRIES acquired by BRIMSTONE INVESTMENT

Milco SA, a consortium formed to act as offeror, has entered into an implementation agreement to acquire all issued shares of Clover Industries, the South African branded dairy and consumer goods group, by way of a scheme of arrangement under section 114 of the Companies Act. Announced on 4 February 2019 after a cautionary announcement first released on 19 October 2018 and renewed on 30 November 2018 and 21 January 2019, the deal offers shareholders R25.00 per Clover share, valuing the company at and carrying in total value, with of foreign direct investment provided by the consortium's international partners. Upon implementation, Clover will delist from the main boards of the JSE and the Namibian Stock Exchange and become a wholly owned subsidiary of Milco. Milco's shareholding is held approximately 78.7% by Milco Mauritius International, which is in turn held about 59.5% by International Beer Breweries, 8.3% by IncuBev and 10.9% by Ploughshare Investments, with 15% held by Brimstone Investment Corporation and about 6.3% by Clover's executive management. Management will reinvest a portion of their scheme proceeds and share appreciation right settlements into Milco, and Milco will fund their subscription for additional shares. Clover employs over 8,500 people and operates one of the largest ambient and chilled distribution networks in Southern Africa, with segments spanning dairy fluids, concentrated dairy products, ingredients, non-alcoholic beverages and fermented products. Brimstone, established in 1995 and JSE-listed, employs more than 3,500 people in its subsidiaries and over 24,000 in its associates. The transaction remains subject to regulatory approvals and Clover shareholder approval. Brimstone CEO Mustaq Brey said Milco is adopting an owner-operator approach with a long term investment horizon, and committed to doubling the number of informal retailers Clover serves to 60,000 over the medium term while creating 100 new permanent jobs. Clover's independent board comprises Dr. Steve Booysen as lead independent director, Dr. Whitey Basson, Ms. Neo Mokhesi, Mr. Flemming Morgan and Ms. Babalwa Ngonyama.